(It's after midnight, in the wee hours of the morning, and MICHAEL ARRUDA and L.L. SOARES are riding the subway. Except for another man dressed in a business suit, they are the only ones in the subway car.)

MA: Welcome, folks, to another edition of Cinema Knife Fight. Tonight we're reviewing the new movie THE MIDNIGHT MEAT TRAIN (2008), a chilling horror flick based upon a short story by Clive Barker. Barker also served as one of the movie's producers. THE MIDNIGHT MEAT TRAIN is currently enjoying its broadcast premiere on Comcast Digital Cable's ON DEMAND movie service (specifically, the channel FEARNET). Best of all, it's available for free for the rest of November. So see it for free now, while you can.

As you can guess by the title, the plot involves the subway, which is why we are out here in the middle of the night enjoying this joy ride. (Turns to LS) Having fun yet?

LS: I was wondering when you were going to get to me.

MA: I was just seeing how long you could go without saying something. A couple of minutes. Not bad.

LS: It's easy to do when you're contemplating someone else's demise (sharpens a butcher's knife and looks at MA).

MA: And I thought you were gathering your thoughts for today's review.

LS: I'll be gathering your thoughts as I sweep them off the floor. (A brain falls to the floor with a bloody splat. LL sweeps it up and instead of tossing it into a trash can, begins to wrap it in butcher's paper).

MA (feeling his own head): Just making sure. We're getting a little gory here. I think that's my cue to start this review.

THE MIDNIGHT MEAT TRAIN is the story of Leon Kauffman (Bradley Cooper), a young photographer who has a passion for taking pictures of the city, but his career is going nowhere, until he meets a prestigious art dealer named Susan Hoff (Brooke Shields), who tells him his work has potential. Inspired by her words and encouraged by her invitation to enter his work in one of her shows, Leon begins making late night trips into the city in search of images he hopes will further his career.

It is on one of these late night excursions that Leon stumbles onto some grisly goings-on. It seems a mysterious man is butchering people on the subway in the middle of the night. Leon sets out to prove his suspicions, and begins a deadly game of cat and mouse with the butcher (Vinnie Jones). Along the way, Leon receives help from his girlfriend Maya (Leslie Bibb) who becomes increasingly frightened with her boyfriend's obsession with this butcher.

Their amateur investigation leads to an even more grisly discovery as to why these brutal crimes are being committed, and in the end, all is explained and we are left sufficiently horrified. At least that's the idea.

THE MIDNIGHT MEAT TRAIN is a slick, polished production that looks great and really sports some of the more stylized gore I've seen in a while. It's not your standard bloodbath. There's something very artistic about the blood and gore in this one. Kudos to director Ryuhei Kitamura.

And I can't find fault with the acting either. I really liked Bradley Cooper as Leon in the lead. He possesses a strength and aggressiveness throughout that is refreshing. He's not your standard cardboard hero who will easily succumb to the monstrous evil doings of the villain. He's quick and gritty, like the city, appropriately enough. Leslie Bibb as his girlfriend Maya was also very good, and the fact that she looks beautiful in this film doesn't hurt either! We saw her earlier in the year in the summer blockbuster IRON MAN, as a reporter.

Brooke Shields as the art dealer was an interesting choice. She's perfectly okay here, and actually does a very good job, as you would expect for someone who's been acting as long as she's been, but ultimately, it's kind of a thankless role. Not much comes of it. I expected more from the part as the movie went along.

Vinnie Jones (X-MEN: THE LAST STAND [2006]) looks menacing as the butcher, but I wish his character had been developed more. I thought he was one of the weaker parts of the movie, when he should have been one of the stronger parts.

So, we have this great-looking movie with excellent performances, and a story by Clive Barker. So why was I not thrilled?

I think I have to lay the blame on screenwriter Jeff Buhler. This movie just failed to grab me and capture my imagination. While I liked the main characters, the story itself didn't move in a direction that won me over. Something in the writing was lacking, and for me it was plot, not character.

Leon discovers the identity of the butcher too easily, and his investigation is helped by some good fortune and luck (like meeting the butcher a second time by chance) that strains believability. Plausible, perhaps, but weak.

I also didn't like the conspiracy parts of the plot later in the movie. The butcher himself could have been scary enough on his own. The revelations later in the movie of other people involved seemed forced and didn't really work for me. And the final explanation about the butcher's motives was far-fetched and not as scary as it should have been. The story worked best when it felt gritty, like the city itself. I expected an ending with the same feel. This one jumped the tracks and took a different direction. As a result, I don't recommend THE MIDNIGHT MEAT TRAIN. It's nice to look at, but in terms of story, it's just not that meaty.

(The MAN IN THE SUIT stands up at his end of the subway car and approaches them as the train barrels down the tunnel. He opens his leather bag)

MAN IN SUIT (staring menacingly at MA and LS): Could I interest you two in...

(MA and LS cringe)

MAN IN SUIT (pulls something from his bag): A delicious new bottled water with caffeine and Viagra added?

(The train stops and the doors open. MA and LS throw the MAN off the train.)

LS: What are you implying? Get outta here, you jerk!

MA (dusts off his clothes): How about you? What did you think?

LS: I think he's a jerk!

MA: Not him, the movie!

LS: Well, as a big fan of Clive Barker's early horror fiction, especially THE BOOKS OF BLOOD, I was pretty excited when I first heard they were making a movie version of "Midnight Meat Train," one of my favorite stories from that collection. Unfortunately, the movie's release date was postponed several times, and when it finally did get a theatrical release it was only in a handful of cities... which didn't include mine. I'm actually pretty psyched that FEARNET is showing the movie for free for those of us who missed out.

I actually liked this one a lot. I thought the acting was very good. As Leon, Bradley Cooper (who has previously been on a lot of television shows, including ALIAS and NIP/TUCK), is a good lead character, and I thought Leslie Bibb was good here, too, as Maya.

(MA and LS start walking down the length of the train, opening doors between cars and continuing to walk as the train picks up speed again)

LS: It was also good to see Roger Bart as Leon's friend Jirgus. We saw Bart previously in the first season of DESPERATE HOUSEWIVES, as well as more genre-related fare as HOSTEL PART 2. I like him, and while his role in MIDNIGHT MEAT TRAIN is pretty thankless, it was nice to see him here.

Brooke Shields is just fine as art dealer Susan Hoff. She originally likes Leon's photos, but feels they aren't "real" enough. She's the one who encourages him to find the true underbelly of the big city, which leads to Leon stumbling upon the serial killer.

MA: I agree with you. The cast was terrific.

LS: As the butcher, whose name is Mahogany, I thought Vinnie Jones was very effective and wasn't one of the weakest elements at all. In fact, he was my favorite aspect of MEAT TRAIN. I've always dug this guy a lot, since I first saw him in Guy Ritchie's early gangster movies like LOCK, STOCK AND TWO SMOKING BARRELS and SNATCH. I thought Jones would have a much bigger career... he's very charismatic and intimidating.

MA: I wish he had been charismatic in this movie.

LS: His bigger Hollywood roles have been a bit disappointing though. His recent turn as The Juggernaut (a great character in the comics, by the way) in X-MEN: THE LAST STAND, was sadly laughable. It's roles in independent films like this one that really give him a chance to shine. And he does it here without uttering a word of dialogue.

MA: I don't know. I found him rather robotic and one-dimensional, rather like an evil secret service agent. He wasn't messy enough for me. He was too neat. I'm not sure if that makes sense or not.

LS: Jones walks around this movie, immaculate in his business suit and carrying a big leather bag, with an air of real authority. In some ways, his character reminds me a bit of The Tall Man from the PHANTASM films.

(Subway doors open and the Tall Man enters, growling): Come here, BOY!

MA: If you're looking for the Viagra guy, he already got off the train.

Tall Man: Thank you. (Exits).

MA: That was close. Anyway, the Tall Man was scarier than Mahogany, and he has a better name. Mahogany sounds like a bureau.

LS: I do agree that the script is the weakest element, but I didn't think it was as bad as you did. There are some plot holes and some moments where character motivations really didn't seem believable (like when Maya and Jirgus explore Mahogany's apartment without weapons), but they weren't enough to ruin my enjoyment of this movie. I wish they had expanded on the character of Mahogany, though. We do get a few glimpses into his personal life, and they are fascinating. One scene in particular where he is in his bathroom, slicing off odd growths from his chest with a scalpel and placing them in jars, is especially intriguing. It appears as if he is slowly losing his humanity, and I wish we could have explored this a little more. Since Mahogany doesn't talk, though, it does make it difficult to really understand what is going on in his head.

MA: I agree completely. That??(TM)s the kind of depth I was looking for.

(LS and MA enter a subway car where naked people hang upside down, cut up like slabs of beef. They ignore the carcasses as they continue talking and walking. LS grabs a handful of meat on the way and chews on it.

MA (frowns): You might want to cook that first.

LS: What the hell for?

MA: Lucky for you, it's fake, just special effects.

LS (menacing): Is it?

MA(smiles): Good one! (LS stares at him menacingly) Very good. (MA laughs uncomfortably).

LS: As for director Ryuhei Kitamura, I have to admit I'm not a big fan of his. His previous efforts have included the horror/fantasy epic VERSUS from 2000 (which I thought started out great as a low-budget "gangsters vs. zombies" movie, but which got increasingly tedious for me as it unfolded, going on way too long and never seeming to actually end), as well as GODZILLA: FINAL WARS (2004), which I thought had some great giant monster battles, but Godzilla and his enemies got way too little screen time and we got treated to a boring "humans vs. aliens" story for a lot of the film. Kitamura always seemed to lack a sense of discipline to me, which has worked against his potential as an interesting director.

Here, Kitamura seems more controlled, and I like the results a lot more.

(The subway train emerges from the tunnel and goes outside briefly. Behind MA and LS, Godzilla is tearing apart the city. Mothra flies by overhead and drops two little screaming fairies into the demolished scene. MA and LS ignore this as the train enters another tunnel)

LS: I do have some other complaints. I found the final scenes in the subway tunnels a bit too dark at times to really make out everything that's going on. I hated the scenes where CGI blood effects were used ??" they looked incredibly fake and I wish Kitamura had stuck to only traditional gore effects, which are much more visceral.

MA: I liked those blood effects, though I admit they didn't look real, but they were stylish.

LS: I also saw Leon's fate coming a mile away. But these are minor quibbles, and I still thought the movie was a lot of fun. I completely recommend it. Especially for free! How can you go wrong?

As for your complaints about the end of the story and its revelations... these are from Clive Barker's original story, so you can hardly fault the screenwriter. And I actually had no problem with them, since they explain the entire plot to the viewer's satisfaction.

MA: I fault the screenwriter for not winning me over and capturing my imagination. I don't necessarily hold him responsible for the ending.

LS: I thought this was a decent horror flick that really deserved a better theatrical release. Compared to films that got wide release this year like THE HAUNTING OF MOLLY HARTLEY and PROM NIGHT, I found MIDNIGHT MEAT TRAIN to be much more enjoyable. This film really deserves a bigger audience.

MA: I enjoyed listening to your comments, because I'm not really sure why I didn't like this movie more than I did. Perhaps it was because I watched it in the comfort of my own home and not at a theater. I don't know. It also may have been that it didn't really have a sense of humor, which can be a huge help to a horror film. I thought emotionally, it was all rather flat.

(The train stops and a conductor's voice shouts "Last stop! Everyone off!" MA and LS leave the train and emerge on a platform full of strange monsters wearing bibs and holding knives and forks).

LS: Hey, we got here just in time for breakfast! (Lifts his package of butcher paper). I brought brain. (to MA) What did you bring?

MA (grins devilishly): I brought you!

LS: Good one, very good! (laughs uncomfortably as the creatures approach)

MA (addressing audience): Hey, I have to be the scary one, sometimes! Can't let LL have all the fun!

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